Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 17, 2014 | Mar. 31, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | JANEL WORLD TRADE LTD | ||
Entity Central Index Key | 1133062 | ||
Current Fiscal Year End Date | -21 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | JLWT | ||
Entity Common Stock, Shares Outstanding | 27,710,214 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 30-Sep-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $495,738 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
CURRENT ASSETS | ||
Cash and cash equivalents | $664,620 | $625,584 |
Accounts receivable, net of allowance for doubtful accounts of $157,999 in 2014 and $394,294 in 2013 | 8,563,522 | 3,615,302 |
Prepaid expenses and sundry current assets | 221,398 | 117,147 |
Assets of discontinued operations (Note 8) | 0 | 305,454 |
TOTAL CURRENT ASSETS | 9,449,540 | 4,663,487 |
Property and equipment, net (Note 3) | 16,650 | 21,922 |
OTHER ASSETS: | ||
Intangible assets, net (Note 2) | 7,171,625 | 0 |
Security deposits | 76,720 | 60,724 |
TOTAL OTHER ASSETS | 7,248,345 | 60,724 |
TOTAL ASSETS | 16,714,535 | 4,746,133 |
CURRENT LIABILITIES | ||
Note payable - bank (Note 5) | 4,003,385 | 1,431,336 |
Accounts payable - trade | 8,037,086 | 3,031,135 |
Accrued expenses and other current liabilities | 314,889 | 311,369 |
Current portion of long-term debt - related party (Note 6), net of imputed interest of $32,932 | 467,068 | 0 |
Liabilities of discontinued operations (Note 8) | 0 | 72,985 |
TOTAL CURRENT LIABILITIES | 12,822,428 | 4,846,825 |
OTHER LIABILITIES: | ||
Long-term debt - related party (Note 6), net of imputed interest of $134,596 | 865,404 | 0 |
Deferred compensation (Note 1) | 78,568 | 78,568 |
TOTAL OTHER LIABILITIES | 943,972 | 78,568 |
STOCKHOLDERS’ EQUITY (DEFICIENCY): | ||
Common Stock. $0.001 par value; 225,000,000 shares authorized; 27,710,214 and 20,017,906 shares issued and outstanding, respectively | 27,711 | 20,018 |
Paid-in Capital | 8,279,493 | 4,797,611 |
Retained earnings (deficit) | -5,360,408 | -4,997,953 |
STOCKHOLDERS’ EQUITY (DEFICIENCY) (Note 9) | 2,948,135 | -179,260 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | 16,714,535 | 4,746,133 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIENCY): | ||
Preferred Stock, Value, Issued | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIENCY): | ||
Preferred Stock, Value, Issued | 64 | 64 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIENCY): | ||
Preferred Stock, Value, Issued | $275 | $0 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Accounts receivable, net of allowance for doubtful accounts (in dollars) | $157,999 | $394,294 |
Imputed interest of long-term debt - related party, current (in dollars) | 32,932 | |
Imputed interest of long-term debt - related party, noncurrent (in dollars) | $134,596 | |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 27,710,214 | 20,017,906 |
Common stock, shares outstanding | 27,710,214 | 20,017,906 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 285,000 | 285,000 |
Preferred stock, shares issued | 63,525 | 63,525 |
Preferred stock, shares outstanding | 63,525 | 63,525 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 350,000 | 350,000 |
Preferred stock, shares issued | 275,000 | 275,000 |
Preferred stock, shares outstanding | 275,000 | 275,000 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
REVENUES | $47,940,095 | $44,744,518 |
COSTS AND EXPENSES: | ||
Forwarding expenses | 41,390,621 | 38,479,974 |
Selling, general and administrative | 6,646,604 | 6,452,913 |
TOTAL COSTS AND EXPENSES | 48,037,225 | 44,932,887 |
OPERATING LOSS | -97,130 | -188,369 |
OTHER ITEMS: | ||
Interest expense, net of interest and dividend income | -144,239 | -121,021 |
Realized loss from available for sale securities | 0 | -4,716 |
TOTAL OTHER ITEMS | -144,239 | -125,737 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | -241,369 | -314,106 |
Income taxes (Note 10) | -22,000 | -17,000 |
NET LOSS FROM CONTINUING OPERATIONS | -263,369 | -331,106 |
Loss from discontinued operations, net of taxes (Note 8) | -71,824 | -475,333 |
Sale of discontinued operations, net of taxes (Note 8) | 0 | -1,351,795 |
NET LOSS | -335,193 | -2,158,234 |
Preferred stock dividends (Note 9) | -27,262 | -15,000 |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | -362,455 | -2,173,234 |
OTHER COMPREHENSIVE LOSS NET OF TAX: | ||
Unrealized gain from available for sale securities | 0 | 1,063 |
COMPREHENSIVE LOSS | ($362,455) | ($2,172,171) |
(Loss) per share from continuing operations: | ||
Basic (in dollars per share) | ($0.01) | ($0.02) |
Diluted (in dollars per share) | ($0.01) | ($0.01) |
(Loss) per share from discontinued operations: | ||
Basic (in dollars per share) | $0 | ($0.08) |
Diluted (in dollars per share) | $0 | ($0.08) |
Net (Loss) per share available to common shareholders: | ||
Basic (in dollars per share) | ($0.01) | ($0.10) |
Diluted (in dollars per share) | ($0.01) | ($0.09) |
Basic weighted average number of shares outstanding (in shares) | 27,077,970 | 21,577,202 |
Fully diluted weighted average number of shares outstanding (in shares) | 28,713,220 | 23,212,452 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
BALANCE at Sep. 30, 2012 | $1,992,911 | $21,732 | $1,064 | $0 | $4,795,897 | ($2,824,719) | ($1,063) |
BALANCE (in shares) at Sep. 30, 2012 | 21,732,192 | 1,063,525 | |||||
Net loss | -2,158,234 | 0 | 0 | 0 | 0 | -2,158,234 | 0 |
Dividends to preferred shareholders | -15,000 | 0 | 0 | 0 | 0 | -15,000 | 0 |
Common Stock retired | 0 | -1,714 | 0 | 0 | 1,714 | 0 | 0 |
Common Stock retired (in shares) | -1,714,286 | 0 | |||||
Other comprehensive gains (losses): | |||||||
Unrealized gain on available-for-sale marketable securities | 1,063 | 0 | 0 | 0 | 0 | 0 | 1,063 |
BALANCE at Sep. 30, 2013 | -179,260 | 20,018 | 1,064 | 0 | 4,797,611 | -4,997,953 | 0 |
BALANCE (in shares) at Sep. 30, 2013 | 20,017,906 | 1,063,525 | |||||
Net loss | -335,193 | 0 | 0 | 0 | 0 | -335,193 | 0 |
Dividends to preferred shareholders | -27,262 | 0 | 0 | 0 | 0 | -27,262 | 0 |
Other comprehensive gains (losses): | |||||||
Unrealized gain on available-for-sale marketable securities | 0 | ||||||
Common Stock issuance | 500,000 | 7,693 | 0 | 0 | 492,307 | 0 | 0 |
Common Stock issuance (in shares) | 7,692,308 | 0 | |||||
Stock options issued | 239,850 | 0 | 0 | 0 | 239,850 | 0 | 0 |
Preferred Stock issuance | 2,750,000 | 0 | 275 | 0 | 2,749,725 | 0 | 0 |
Preferred Stock issuance (in shares) | 0 | 275,000 | |||||
BALANCE at Sep. 30, 2014 | $2,948,135 | $27,711 | $1,339 | $0 | $8,279,493 | ($5,360,408) | $0 |
BALANCE (in shares) at Sep. 30, 2014 | 27,710,214 | 1,338,525 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
OPERATING ACTIVITIES: | ||
Net (loss) | ($335,193) | ($2,158,234) |
Plus (loss) from discontinued operations | 71,824 | 475,333 |
Plus (loss) from sale of assets | 0 | 1,351,795 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt reserve | 291,874 | -22,849 |
Depreciation and amortization | 28,315 | 19,191 |
Stock-based compensation | 239,850 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -2,250,241 | 943,277 |
Prepaid expenses and sundry current assets | -105,963 | 3,445 |
Accounts payable and accrued expenses | 495,647 | -891,550 |
Security deposits | 3,154 | -3,675 |
NET CASH (USED IN) CONTINUING OPERATIONS | -1,560,733 | -283,267 |
NET CASH PROVIDED BY DISCONTINUED OPERATIONS | 160,645 | 97,818 |
NET CASH (USED IN) OPERATING ACTIVITIES | -1,400,088 | -185,449 |
INVESTING ACTIVITIES: | ||
Acquisition of property and equipment, net | -9,152 | -2,917 |
Acquisition of subsidiaries (Note 2) | -4,358,773 | 0 |
Sale of marketable securities | 0 | 61,915 |
Proceeds from sale of assets | 0 | 469,067 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | -4,367,925 | 528,065 |
FINANCING ACTIVITIES: | ||
Dividends paid | -15,000 | -15,000 |
Proceeds, net of payments, from bank loan | 2,572,049 | 0 |
Repayments, net of proceeds, of bank loan | 0 | -170,000 |
Repayments of long-term debt | 0 | -305,900 |
Proceeds from the sale of common stock (Note 9) | 500,000 | 0 |
Proceeds from the sale of preferred stock (Note 9) | 2,750,000 | 0 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 5,807,049 | -490,900 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 39,036 | -148,284 |
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | 625,584 | 773,868 |
CASH AND CASH EQUIVALENTS - END OF YEAR | 664,620 | 625,584 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the year for Interest | 144,239 | 138,989 |
Cash paid during the year for Income taxes | 26,236 | 27,000 |
Non-cash activities: | ||
Unrealized gain on marketable securities | 0 | 1,063 |
Dividends declared to preferred shareholders | 27,262 | 15,000 |
Loan receivable | 0 | 42,000 |
Acquisition of business (Note 2): | ||
Intangible assets acquired | 7,184,069 | 0 |
Long-term debt incurred, net of imputed interest | -1,332,472 | 0 |
Net liabilities acquired | ($1,492,824) | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Sep. 30, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Business description | ||
Janel World Trade Ltd. and Subsidiaries (“the Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including freight forwarding – via air, ocean and land-based carriers – custom brokerage services, warehousing and distribution services, and other value-added logistics services. | ||
Basis of consolidation | ||
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries; The Janel Group of New York, Inc., The Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., Alpha International, LP, PCL Transport, LLC, Janel Alpha GP, LLC, Janel Ferrara Logistics, LLC and Order Logistics, Inc.; all of which are wholly owned. All intercompany transactions and balances have been eliminated in consolidation. | ||
Uses of estimates in the preparation of financial statements | ||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. | ||
Cash and cash equivalents | ||
Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. | ||
The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. | ||
Accounts receivable and allowance for doubtful accounts receivable | ||
The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. | ||
The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. | ||
Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. | ||
Marketable securities | ||
The Company classifies all of its short-term investments as available-for-sale securities. Such short-term investments consist primarily of mutual funds which are stated at market value, with unrealized gains and losses on such securities reflected as other comprehensive income (loss) in stockholders’ equity. Realized gains and losses on short-term investments are included in earnings and are derived using the specific identification method for determining the cost of securities. Therefore, all securities are considered to be available for sale and are classified as current assets. | ||
Property and equipment and depreciation policy | ||
Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. | ||
Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. | ||
Business segment information | ||
The Company operates as one reportable segment which is full service cargo transportation logistics management. | ||
Revenues and revenue recognition | ||
Full service cargo transportation logistics management | ||
Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. | ||
Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. | ||
Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. | ||
Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. | ||
Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. | ||
The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. | ||
Customers will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair value basis. | ||
Income per common share | ||
Basic net income per common share is calculated by dividing net income available to common shareholders by the weighted average of common shares outstanding during the period. Diluted net income per common share is calculated using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of stock options and warrants. | ||
Share based compensation | ||
The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. | ||
Comprehensive income | ||
Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2009, accumulated other comprehensive income consists of unrealized gains on unrestricted available-for-sale marketable equity securities. | ||
Income Taxes | ||
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | ||
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. | ||
Goodwill, other intangibles and long-lived assets | ||
The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance goodwill is not amortized but is tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. | ||
Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. | ||
Fair Value Measurements | ||
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | ||
The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | ||
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | ||
Level 1 — quoted prices in active markets for identical assets or liabilities | ||
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | ||
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | ||
Refer to Note 3, below, regarding marketable securities which are remeasured at fair value on a recurring basis. | ||
Deferred compensation | ||
Deferred compensation of $78,568 represents compensation due to an officer of the Company upon termination, retirement or death. This amount has not changed since 1992 and was accrued during the years 1984 through 1992. | ||
Rental expense | ||
Rental expense is accounted for on the straight-line method. | ||
Deferred rent payable as of September 30, 2013 amounted to $2,026 and represents the excess of recognized rent expense over scheduled lease payments and is included in accrued expenses and other current liabilities. There was no deferred rent payable as of September 30, 2014. | ||
Recent accounting pronouncements | ||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. | ||
ACQUISITION
ACQUISITION | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Business Combination Disclosure [Text Block] | 2 | ACQUISITION | ||||||
(A) | ALPHA INTERNATIONAL, LP. AND PCL TRANSPORT, LLC. | |||||||
On August 18, 2014 the Company entered into an Equity Interest Purchase Agreement (“EIPA”) by and among the Company, its wholly owned subsidiaries, The Janel Group of New York, Inc., Janel Alpha GP, LLC, Alpha Logistics, LLC, Alpha International, LP (“AILP”), PCL Transport, LLC (“PCL”), and the principal owners of AILP and PCL, John Joseph Gonzalez II and Cathleen Margaret Gonzalez. On September 10, 2014, the Company completed the acquisition of all of the equity interests of AILP and PCL pursuant to the terms of the EIPA. As consideration for the equity interests, the Company paid $4,358,773 to the former owners of AILP and PCL at closing. The former owners of AILP and PCL may receive additional consideration over the next three years for their equity interests as follows: (i) $500,000 to be paid following the first anniversary of the closing provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date); (ii) $500,000, plus an amount equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million; and $500,000, plus an amount equal to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million. | ||||||||
The purchase price for the acquired assets was $5,691,245 consisting of $4,358,773 of cash, $1,332,472 of future cash to be paid (described above), net of imputed interest of $167,528. | ||||||||
In addition, the Company entered into an employment agreement with Mr. Gonzalez. Pursuant to the terms of the employment agreement, Mr. Gonzalez was (i) employed by the Company at an annual salary of $200,000 plus typical employee benefits for an initial term of three years ending September 10, 2017 and thereafter will renew for 1-year terms unless either party provides notice that it does not wish to renew, and (ii) granted option to purchase 2,000,000 shares of the Company’s common stock at a purchase price of $0.0849 per share (refer to Note 9D, below). The employment agreement also contains customary restrictive covenants. | ||||||||
(B) | Purchase price allocation | |||||||
In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party. | ||||||||
Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant. | ||||||||
The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, September 10, 2014. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed: | ||||||||
Fair Value | ||||||||
Accounts receivable, net | $ | 2,987,487 | ||||||
Security deposits | 19,150 | |||||||
Prepaid expenses and other current assets | 654 | |||||||
Fixed assets | 1,446 | |||||||
Accounts payable and other liabilities | -4,501,561 | |||||||
Customer relationships | 4,480,000 | |||||||
Goodwill | 2,704,069 | |||||||
Purchase price | $ | 5,691,245 | ||||||
The following table provides unaudited pro forma results of operations for the fiscal years ended September 30, 2014 and 2013 as if the acquisitions had been consummated as of the beginning of each period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future. | ||||||||
(Unaudited) | Pro Forma Results | |||||||
Year ended September 30, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | 56,787,164 | $ | 53,909,658 | ||||
Income (Loss) before income taxes | $ | 205,016 | $ | -1,770,693 | ||||
Fully diluted earnings (loss) per share | $ | 0.01 | $ | -0.08 | ||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 3 | PROPERTY AND EQUIPMENT | ||||||||
A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: | ||||||||||
September 30, | ||||||||||
2014 | 2013 | Life | ||||||||
Furniture and fixtures | $ | 23,204 | $ | 18,944 | 5-7 years | |||||
Computer equipment | 63,531 | 109,691 | 5 years | |||||||
86,735 | 128,635 | |||||||||
Less accumulated depreciation and Amortization | 70,085 | 106,713 | ||||||||
$ | 16,650 | $ | 21,922 | |||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Goodwill and Intangible Assets Disclosure [Text Block] | 4 | INTANGIBLE ASSETS | |||||
A summary of intangible assets resulting from the AILP and PCL acquisitions and the estimated useful lives used in the computation of amortization is as follows: | |||||||
Customer relationships | $ | 4,480,000 | 15 years | ||||
Goodwill | 2,704,069 | ||||||
7,184,069 | |||||||
Less accumulated amortization | 12,444 | ||||||
$ | 7,171,625 | ||||||
A summary of the changes in intangible assets is as follows: | |||||||
2014 | |||||||
Balance – beginning of year | $ | - | |||||
Additions | 7,184,069 | ||||||
Amortization | -12,444 | ||||||
Balance – end of year | $ | 7,171,625 | |||||
NOTE_PAYABLE_BANK
NOTE PAYABLE - BANK | 12 Months Ended | ||
Sep. 30, 2014 | |||
Notes Payable to Bank [Abstract] | |||
Notes Payable To Bank [Text Block] | 5 | NOTE PAYABLE – BANK | |
On March 27, 2014, the Company and its wholly-owned subsidiaries, entered into a Loan and Security Agreement with Presidential Financial Corporation (“Presidential”) with respect to a three year $3.5 million (limited to the borrowing base and reserves) revolving line of credit facility (the “Presidential Facility”) which replaces The Janel Group of New York’s previous line of credit agreement with Community National Bank (“CNB”). On March 31, 2014, $1,282,673 of the Presidential Facility was used to repay the outstanding balances under the line of credit facility with CNB. | |||
On September 10, 2014 in conjunction with the acquisition of AILP and PCL, the Company, AILP and PCL entered into a First Amendment to the Presidential Facility (“Loan Amendment”), with Presidential, which Loan Amendment among other things, (1) added AILP and PCL as co-borrowers, (2) increased the line of credit available (including AILP and PCL) from $3.5 million to $5.0 million and (3) increased the advance rate from 70% to 85%. On that date, $1,800,000 of the Presidential Facility was used to acquire AILP and PCL. | |||
On September 25, 2014 there was a Second Amendment and the Presidential Facility was temporarily increased to $5.5 million and on October 9, 2014, subsequent to the period covered by this report, there was a Third Amendment whereby the Presidential Facility was increased to $7.0 million. The Company can now borrow up to $7.0 million limited to 85% of the aggregate outstanding eligible accounts receivable, subject to adjustment as set forth in the Loan and Security Agreement. Interest will accrue at an annual rate equal to five percent above the greater of (a) the prime rate of interest quoted in The Wall Street Journal from time to time, or (b) 3.25%. The obligations under the Presidential facility are secured by all of the assets of the Company, AILP and PCL. The Presidential Facility will expire on March 26, 2017 (subject to earlier termination as provided in the Loan and Security Agreement) unless renewed. As of September 30, 2014, there were outstanding borrowings of $4,003,385 under the Presidential Facility (which represented 72.8% of the amount available thereunder) out of a total amount available for borrowing under the Presidential Facility of approximately $5,500,000. | |||
LONGTERM_DEBT_RELATED_PARTY
LONG-TERM DEBT - RELATED PARTY | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-term Debt [Text Block] | 6 | LONG-TERM DEBT – RELATED PARTY | ||||||
Long-term debt consists of the following: | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | $ | 1,332,472 | $ | - | ||||
1,332,472 | - | |||||||
Less current portion | -467,068 | - | ||||||
$ | 865,404 | $ | - | |||||
These obligations mature as follows: | ||||||||
2015 | $ | 467,068 | ||||||
2016 | 443,770 | |||||||
2017 | 421,634 | |||||||
$ | 1,332,472 | |||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | ||
Sep. 30, 2014 | |||
Related Party Transactions [Abstract] | |||
Related Party Transactions Disclosure [Text Block] | 7 | RELATED PARTY TRANSACTIONS | |
Prior to August 28, 2013, we received trucking and warehouse related services from Allports Logistics Warehouse, LLC (“Allports”) and Ferrara International Worldwide, Inc. (“FIW”), which are controlled and owned by Nicholas V. Ferrara, a former employee and Director of the Company. We paid approximately $1,311,000 and $439,000 to Allports and FIW, respectively, for such services in fiscal 2013. Refer to Note 8, below, regarding the sale of the New Jersey operations to a related party. | |||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 8 | DISCONTINUED OPERATIONS | ||||||
On August 28, 2013, the Company, and its wholly-owned subsidiary, The Janel Group of New York, Inc. (collectively, the “Seller”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Allports Logistics Anchor Wharehouse, LLC (the “Purchaser”), an entity affiliated with Nicholas V. Ferrara, a former director of the Company. Under the terms of the Agreement, the Purchaser purchased certain of the Seller’s assets (the “NJ Assets”) used by the Seller in the Company’s Hillside, New Jersey freight forwarding and logistics operations (the “NJ Business”). The Company had originally acquired its New Jersey operations from an affiliate of Mr. Ferrara in two transactions in 2008 and 2010. The sale price of the NJ Assets consisted of $401,067 in cash, and the assumption of all future lease obligations with respect to the three office and warehouse facilities from which the Company conducted its New Jersey operations. At the closing of the sale on August 30, 2013, the Seller used the cash portion of the purchase price to repay outstanding obligations secured by the NJ Assets, including the $229,241 outstanding balance on the Seller’s term loan from CNB, and an aggregate $58,245 on two outstanding equipment financing arrangements. Simultaneously with the closing Mr. Ferrara (i) paid the Company $110,000 for the release of restrictions on competition which were agreed to as part of the 2008 portion of the acquisition of the NJ Business and (2) returned to the Company the 1,714,286 restricted common shares that were previously issued as part of the 2010 portion of the acquisition of the NJ Business (the restricted common shares were subject to an earn out, however, none of the restricted common shares were earned). All of the expenses of the NJ Business from and after the closing are the responsibility of the Purchaser. The Company retained its pre-closing accounts receivable and accounts payable with respect to the NJ Business the net proceeds on these accounts receivable and payable will be used to further reduce the Company’s obligations to Community National Bank. As previously reported by the Company, as of September 30, 2012 the Company had determined that there was full impairment of the goodwill relating to its 2008 and 2010 acquisitions of the NJ Business, and recorded an impairment loss of $1,167,070 on September 30, 2012, representing the write-off of all of the goodwill acquired in those transactions. As a result of the sale of the NJ Business to the Purchaser, the Company recorded a write off of $1,562,061 associated with the customer list from the 2008 and 2010 acquisitions of the NJ Business. | ||||||||
As a result of the above, the Company elected to discontinue the operations of the NJ Business. Also, during June 2012 the Company elected to discontinue the operations of the food sales segment. The assets, liabilities and operations associated with the NJ Business and the food sales segment are summarized below. | ||||||||
2014 | 2013 | |||||||
ASSETS AND LIABILITIES IN DISCONTINUED OPERATIONS: | ||||||||
ASSETS: | ||||||||
Accounts receivable, net | - | 305,454 | ||||||
TOTAL ASSETS | - | 305,454 | ||||||
LIABILITIES: | ||||||||
Accounts payable | - | 57,780 | ||||||
Accrued expenses | - | 15,205 | ||||||
TOTAL LIABILITIES | - | 72,985 | ||||||
2014 | 2013 | |||||||
TOTAL DISCONTINUED OPERATIONS: | ||||||||
REVENUES | $ | - | $ | 12,759,734 | ||||
COSTS AND EXPENSES: | ||||||||
Cost of sales | -36,792 | 9,683,566 | ||||||
Selling, general and administrative expenses | 108,616 | 3,169,610 | ||||||
Depreciation and amortization | - | 363,923 | ||||||
Change in fair value of contingent consideration | - | - | ||||||
TOTAL COSTS AND EXPENSES | 71,824 | 13,217,099 | ||||||
Interest expense | - | 17,968 | ||||||
Sub-total | $ | -71,824 | -475,333 | |||||
Loss on sale of assets | - | 1,351,795 | ||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | -71,824 | $ | -1,827,128 | ||||
2014 | 2013 | |||||||
NEW JERSEY DISCONTINUED OPERATIONS: | ||||||||
REVENUES | $ | - | $ | 12,759,734 | ||||
COSTS AND EXPENSES: | ||||||||
Cost of sales | -36,792 | 9,683,566 | ||||||
Selling, general and administrative expenses | 46,596 | 3,131,687 | ||||||
Depreciation and amortization | - | 363,923 | ||||||
TOTAL COSTS AND EXPENSES | 9,804 | 13,179,176 | ||||||
Interest expense | - | 17,968 | ||||||
Sub-total | -9,804 | -437,410 | ||||||
Loss on sale of assets | - | 1,351,795 | ||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | -9,804 | $ | -1,789,205 | ||||
2014 | 2013 | |||||||
FOOD SALES DISCONTINUED OPERATIONS: | ||||||||
REVENUES | - | - | ||||||
COSTS AND EXPENSES: | ||||||||
Cost of sales | - | - | ||||||
Selling, general and administrative expenses | 62,020 | 37,923 | ||||||
Depreciation and amortization | - | - | ||||||
TOTAL COSTS AND EXPENSES | 62,020 | 37,923 | ||||||
Interest expense | - | - | ||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | -62,020 | $ | -37,923 | ||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||
Sep. 30, 2014 | |||
Stockholders' Equity Note [Abstract] | |||
Stockholders' Equity Note Disclosure [Text Block] | 9 | STOCKHOLDERS’ EQUITY | |
Janel is authorized to issue 225,000,000 shares of common stock, par value $.001. In addition, the Company is authorized to issue 5,000,000 shares of preferred stock, par value $.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s board of directors or a duly authorized committee thereof, without stockholder approval. The board may fix the number of shares constituting each series and increase or decrease the number of shares of any series. | |||
A. | Convertible preferred stock | ||
On January 10, 2007, the Company sold 1,000,000 unregistered shares of newly authorized $0.001 par value 3% Series A Convertible Preferred Stock (the “Series A Stock”) for a total of $500,000. The shares are convertible into shares of Janel’s $0.001 par value common stock at any time on a one-share for one-share basis. The Series A Stock pay a cumulative cash dividend at a rate of $15,000 per year payable quarterly. On September 30, 2014 and 2013 there were 1,000,000 Series A Stock outstanding. | |||
On October 18, 2007, the Company issued 285,000 unregistered shares of newly authorized $0.001 par value Series B Convertible Preferred Stock (the “Series B Stock”) in connection with the acquisition of Order Logistics, Inc. (a discontinued operation). The shares are convertible into shares of Janel’s $0.001 par value common stock at any time after October 18, 2009 on a one-share (of Series B Stock) for ten-shares (of common stock) basis. On September 30, 2014 and 2013 there were 63,525 Series B Stock outstanding. | |||
B. | Cumulative preferred stock | ||
On August 25, 2014, the Company filed with the Nevada Secretary of State a Certificate of Designation for 350,000 shares of Series C Cumulative Preferred Stock, par value $0.001 per share (the “Series C Stock”). On September 10, 2014 the Company sold 250,000 unregistered shares of the newly authorized Series C Cumulative Stock for $2,500,000. On September 24, 2014 the Company sold an additional 25,000 unregistered shares of the Series C Stock for $250,000. Holders of Series C Stock (“Series C Holders”) are entitled to receive annual dividends at a rate of 8.25% per annum of the original Series C Stock issuance price, or $10.00 per share subject to adjustment upon certain events (the “Original Issuance Price”), when, as and if declared by the Company’s Board of Directors, such rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Preferred Stock to a maximum rate of 14.25%. In the event of liquidation, Series C Holders shall be paid an amount equal to the Original Issuance Price, plus any accrued but unpaid dividends thereon. Shares of Series C Preferred Stock may be redeemed (1) by the Company at any time upon notice and payment of the Original Issuance Price, plus any accrued but unpaid dividends thereon (“Redemption Price”) or (2) by the Series C Holders at their option beginning on the fourth anniversary of the issuance of the Series C Preferred Stock for an amount equal to the Redemption Price. | |||
C. | Common stock | ||
On October 12, 2006, the Company’s Board of Directors authorized the purchase of up to 300,000 shares of the Company’s common stock, subject to certain conditions. The repurchase plan may be suspended by the Company at any time. As of September 30, 2014, 259,676 shares of the Company’s common stock have been repurchased under the plan at a cost of $114,703 and restored to the status of authorized and unissued. | |||
On October 4, 2010, the Company issued 1,714,286 shares of common stock at $0.35 per share or an aggregate of $600,000 in connection with the Ferrara International Logistics, Inc. acquisition of the same date. On August 28, 2013 the 1,714,286 shares of common stock were returned to the Company in connection with the sale of the Company’s New Jersey operation (refer to Note 8, above) on August 28, 2013. | |||
On October 6, 2013, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Oaxaca Group LLC, (the “Investor”), for the sale to the Investor of an aggregate 7,692,308 shares of the Company’s common stock at a purchase price of $0.065 per share, or an aggregate of $500,000. On October 30, 2013 the transaction closed. As part of the purchase, the Investor received warrants to purchase an aggregate 12,500,000 shares of common stock at $0.08 per share. The warrants expire five years after the closing date. The Agreement contains anti-dilution protections for the Investor. In addition, under the terms of the Agreement, the Company agreed that, at the Investor’s option, the Company will present two nominees nominated by the Investor to become members of the Company’s Board of Directors either through an action by written consent or through the vote of the Company’s stockholders at the next meeting of the Company’s stockholders, and from and after such time the size of the Company’s Board of Directors will be limited to no more than four members, unless approved by the Investor. Furthermore, the Company agreed that it will not take certain actions without the approval of the Investor. | |||
D. | Stock options | ||
On June 30, 2010, the Company issued options to purchase 23,750 shares of common stock at an exercise price of $1.00 per share, in partial satisfaction of half of the finder’s fees associated with the hiring of two new sales executives. The remaining obligation of $23,750 was paid in cash. | |||
On October 30, 2013, options to purchase 4,750,000 shares of common stock at an exercise price of $0.065 per share were granted to key employees of the Company. The options were fully vested on the date of grant. The fair value of the options, as determined by using a Black- Scholes Option Pricing Model, was $237,492 and since the options were fully vested resulted in a $237,492 reduction to net income for the fiscal year ended September 30, 2014. | |||
On September 10, 2014, in connection with the employment agreement with John Joseph Gonzalez II, options to purchase 2,000,000 shares of common stock at an exercise price of $0.0849 per share were granted to Mr. Gonzalez. The option vests in three installments: On each of September 10, 2015 and 2016, the option becomes exercisable with respect to 666,667 shares and on September 10, 2017, the option becomes exercisable with respect to the remaining 666,666 shares. Upon termination of Mr. Gonzalez’s employment, all unvested options terminate immediately and all unexercised options may be exercised for 90 days thereafter, except that if Mr. Gonzalez is terminated for cause as defined in the employment agreement or if Mr. Gonzalez accepts employment with a competitor of the Company without the Company’s consent, then all unexercised options terminate immediately. The fair value of the options was determined by using a Black Scholes Option Pricing Model was $169,800 and since the options vest over a period of three years resulted in a $2,358 reduction of net income for the fiscal year ended September 30, 2014. | |||
The Company has no other stock options outstanding. | |||
E. | Stock warrants | ||
In connection with the October 6, 2013 Securities Purchase Agreement with Oaxaca Group, LLC (refer to Note 9(C), above), the Company issued warrants to purchase an aggregate 12,500,000 shares of common stock at $0.08 per share. The warrants expire five years after the closing date. | |||
The Company has no other stock warrants outstanding. | |||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | 10 | INCOME TAXES | ||||||
The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: | ||||||||
Year Ended September 30, | ||||||||
2014 | 2013 | |||||||
Federal taxes (credits) at statutory rates | $ | -214,000 | $ | -116,000 | ||||
Permanent differences | 10,000 | 10,000 | ||||||
State and local taxes, net of Federal benefit | 30,000 | 23,000 | ||||||
Change in valuation allowance | 196,000 | 100,000 | ||||||
$ | 22,000 | $ | 17,000 | |||||
The components of deferred income tax are as follows: | ||||||||
Net operating loss carryforwards | $ | 2,914,000 | $ | 2,718,000 | ||||
Valuation allowance | -2,914,000 | -2,718,000 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
During the fiscal years ended September 30, 2014 and 2013, the Company recorded a valuation allowance against deferred tax assets in the amount of $196,000 and $100,000, respectively, as the result of an evaluation of the Company’s net operating losses incurred in prior years, its recent history of two consecutive years of losses from continuing operations, there are no existing events (such as very large sales orders or non-recurring events) that would produce adequate taxable income to offset the carryforward and there are no appreciated assets available to sell in order to utilize the NOL. The Company assessed the likelihood that its deferred tax assets would be recovered from future taxable income and determined that recovery was not more likely than not based upon all available evidence, both positive and negative. The amount of the non-cash valuation allowance reduction was based on management’s estimates of future taxable income by taking jurisdictions and the period over which the Company believes deferred tax assets will be recoverable. | ||||||||
The Company has net operating loss carryforwards for income tax purposes which expire as follows: | ||||||||
2031 | $ | 285,000 | ||||||
2032 | 1,555,000 | |||||||
2033 | 5,605,000 | |||||||
2034 | 630,000 | |||||||
$ | 8,075,000 | |||||||
PROFIT_SHARING_AND_401k_PLANS
PROFIT SHARING AND 401(k) PLANS | 12 Months Ended | ||
Sep. 30, 2014 | |||
Compensation and Retirement Disclosure [Abstract] | |||
Compensation and Employee Benefit Plans [Text Block] | 11 | PROFIT SHARING AND 401(k) PLANS | |
The Company maintains a non-contributory profit sharing plan and a contributory 401(k) plan covering substantially all full-time employees. The 401(k) plan provides for participant contributions of up to 25% of annual compensation (not to exceed the IRS limit), as defined by the plan. The Company contributes an amount equal to 25% of the participant’s first 5% of contributions. The expense charged to operations for the years ended September 30, 2014 and 2013 aggregated approximately $14,000 and $19,000, respectively. | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Leases of Lessee Disclosure [Text Block] | 12 | COMMITMENTS AND CONTINGENCIES | |||
(a) | Leases | ||||
The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2014 and 2013 was approximately $360,000 and $388,000, respectively. | |||||
Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows: | |||||
Year ended September 30, 2015 | $ | 383,000 | |||
2016 | 189,000 | ||||
2017 | 57,000 | ||||
(b) | Employment Agreements | ||||
The Company has employment agreements, including the employment agreement with Mr. Gonzalez in Note 2A, with certain employees expiring at various times through September 30, 2017. Such agreements provide for minimum salary levels. The aggregate commitment for future salaries at September 30, 2014, excluding bonuses and commissions, was approximately $882,000. | |||||
RISKS_AND_UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended | ||
Sep. 30, 2014 | |||
Risks and Uncertainties [Abstract] | |||
Concentration Risk Disclosure [Text Block] | 13 | RISKS AND UNCERTAINTIES | |
(a) | Currency risks | ||
The nature of Janel’s operations requires it to deal with currencies other than the U.S. Dollar. This results in the Company being exposed to the inherent risks of international currency markets and governmental interference. A number of countries where Janel maintains offices or agent relationships have currency control regulations that influence its ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among those offices or agents. | |||
(b) | Concentration of credit risk | ||
The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers’ financial condition. | |||
(c) | Legal proceedings | ||
(1) Janel is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicated with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s financial position or results of operations. | |||
(2) The Company and/or its subsidiaries have been named as defendants in five separate lawsuits filed in New York and New Jersey state courts, each alleging non-payment of food product purchases by the Company’s discontinued food segment subsidiary. The total claimed in all five lawsuits in the aggregate (exclusive of any interest and costs) is approximately $1,421,000. The Company is vigorously defending each of the lawsuits. | |||
(3) On April 27, 2012, the Company’s subsidiary, Janel Group of Illinois, Inc. (“Janel Illinois”), filed a law suit in the Circuit Court for Cook County, Illinois (Case No. 2012 L 4574) against Q Marketing Group, Ltd. and its principals, Eduardo and Marie Gordon, for non-payment of invoices for freight services, and on September 14, 2012 obtained a default judgment against the defendants. In an effort to collect on the judgment, Janel Illinois filed to register the Illinois default judgment with the New York Supreme Court, and on August 1, 2013, subsequent to the period covered by this Quarterly report on Form 10-Q, the defendants filed an answer with unspecified counterclaims against Janel Illinois (Supreme Court of New York for Queens County, Index No. 702364/13) seeking damages of $500,000, punitive damages of $1,000,000 and sanctions of $10,000. On December 13, 2013 the Company filed a motion for summary judgment with the Supreme Court of New York for Queens County on its claims. The Company believes that the defendants have no meritorious defenses or counterclaims against the Illinois judgment and will vigorously continue to pursue payment from the defendants. | |||
(d) | Concentration of customers | ||
Sales to two major customers were approximately 52.3% and 49.5% of consolidated sales from continuing operations for the years ended September 30, 2014 and 2013, respectively. Amounts due from these customers aggregated approximately $1,134,000 and $423,000 at September 30, 2014 and 2013, respectively. | |||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Sep. 30, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events [Text Block] | 14 | SUBSEQUENT EVENTS | |
Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. Other than the below item, there have been no other events that would require adjustment to or disclosure in the financial statements. | |||
-1 | On October 9, 2014 the Presidential Facility referred to in Note 5, above, was increased to $7.0M. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business description |
Janel World Trade Ltd. and Subsidiaries (“the Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including freight forwarding – via air, ocean and land-based carriers – custom brokerage services, warehousing and distribution services, and other value-added logistics services. | |
Consolidation, Policy [Policy Text Block] | Basis of consolidation |
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries; The Janel Group of New York, Inc., The Janel Group of Illinois, Inc., The Janel Group of Georgia, Inc., The Janel Group of Los Angeles, Inc., Alpha International, LP, PCL Transport, LLC, Janel Alpha GP, LLC, Janel Ferrara Logistics, LLC and Order Logistics, Inc.; all of which are wholly owned. All intercompany transactions and balances have been eliminated in consolidation. | |
Use of Estimates, Policy [Policy Text Block] | Uses of estimates in the preparation of financial statements |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents |
Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. | |
The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. | |
Receivables, Policy [Policy Text Block] | Accounts receivable and allowance for doubtful accounts receivable |
The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. | |
The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. | |
Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. | |
Marketable Securities, Policy [Policy Text Block] | Marketable securities |
The Company classifies all of its short-term investments as available-for-sale securities. Such short-term investments consist primarily of mutual funds which are stated at market value, with unrealized gains and losses on such securities reflected as other comprehensive income (loss) in stockholders’ equity. Realized gains and losses on short-term investments are included in earnings and are derived using the specific identification method for determining the cost of securities. Therefore, all securities are considered to be available for sale and are classified as current assets. | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment and depreciation policy |
Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. | |
Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized. | |
Segment Reporting, Policy [Policy Text Block] | Business segment information |
The Company operates as one reportable segment which is full service cargo transportation logistics management. | |
Revenue Recognition, Policy [Policy Text Block] | Revenues and revenue recognition |
Full service cargo transportation logistics management | |
Revenues are derived from airfreight, ocean freight and custom brokerage services. The Company is a non-asset based carrier and accordingly, does not own transportation assets. The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the Company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves. | |
Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator. Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the Company is acting as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a house Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges. | |
Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time. | |
Revenues realized when the Company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services. | |
Customs brokerage and other services involves providing multiple services at destination, including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services. | |
The movement of freight may require multiple services. In most instances, the Company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has a separate fee which is recognized as revenue upon completion of the service. | |
Customers will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair value basis. | |
Earnings Per Share, Policy [Policy Text Block] | Income per common share |
Basic net income per common share is calculated by dividing net income available to common shareholders by the weighted average of common shares outstanding during the period. Diluted net income per common share is calculated using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of stock options and warrants. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest | |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive income |
Comprehensive income encompasses all changes in stockholders’ equity other than those arising from stockholders, and generally consists of net income and unrealized gains and losses on unrestricted available-for-sale marketable equity securities. As of September 30, 2009, accumulated other comprehensive income consists of unrealized gains on unrestricted available-for-sale marketable equity securities. | |
Income Tax, Policy [Policy Text Block] | Income Taxes |
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. | |
Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] | Goodwill, other intangibles and long-lived assets |
The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance goodwill is not amortized but is tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. | |
Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. | |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements |
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |
The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | |
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |
Level 1 — quoted prices in active markets for identical assets or liabilities | |
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | |
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |
Refer to Note 3, below, regarding marketable securities which are remeasured at fair value on a recurring basis. | |
Deferred Compensation [Policy Text Block] | Deferred compensation |
Deferred compensation of $78,568 represents compensation due to an officer of the Company upon termination, retirement or death. This amount has not changed since 1992 and was accrued during the years 1984 through 1992. | |
Rental Expense [Policy Text Block] | Rental expense |
Rental expense is accounted for on the straight-line method. | |
Deferred rent payable as of September 30, 2013 amounted to $2,026 and represents the excess of recognized rent expense over scheduled lease payments and is included in accrued expenses and other current liabilities. There was no deferred rent payable as of September 30, 2014. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. | |
ACQUISITION_Tables
ACQUISITION (Tables) | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the acquisition date, September 10, 2014. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed: | |||||||
Fair Value | ||||||||
Accounts receivable, net | $ | 2,987,487 | ||||||
Security deposits | 19,150 | |||||||
Prepaid expenses and other current assets | 654 | |||||||
Fixed assets | 1,446 | |||||||
Accounts payable and other liabilities | -4,501,561 | |||||||
Customer relationships | 4,480,000 | |||||||
Goodwill | 2,704,069 | |||||||
Purchase price | $ | 5,691,245 | ||||||
Business Acquisition, Pro Forma Information [Table Text Block] | The following table provides unaudited pro forma results of operations for the fiscal years ended September 30, 2014 and 2013 as if the acquisitions had been consummated as of the beginning of each period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future. | |||||||
(Unaudited) | Pro Forma Results | |||||||
Year ended September 30, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | 56,787,164 | $ | 53,909,658 | ||||
Income (Loss) before income taxes | $ | 205,016 | $ | -1,770,693 | ||||
Fully diluted earnings (loss) per share | $ | 0.01 | $ | -0.08 | ||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows: | |||||||||
September 30, | ||||||||||
2014 | 2013 | Life | ||||||||
Furniture and fixtures | $ | 23,204 | $ | 18,944 | 5-7 years | |||||
Computer equipment | 63,531 | 109,691 | 5 years | |||||||
86,735 | 128,635 | |||||||||
Less accumulated depreciation and Amortization | 70,085 | 106,713 | ||||||||
$ | 16,650 | $ | 21,922 | |||||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | A summary of intangible assets resulting from the AILP and PCL acquisitions and the estimated useful lives used in the computation of amortization is as follows: | ||||||
Customer relationships | $ | 4,480,000 | 15 years | ||||
Goodwill | 2,704,069 | ||||||
7,184,069 | |||||||
Less accumulated amortization | 12,444 | ||||||
$ | 7,171,625 | ||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | A summary of the changes in intangible assets is as follows: | ||||||
2014 | |||||||
Balance – beginning of year | $ | - | |||||
Additions | 7,184,069 | ||||||
Amortization | -12,444 | ||||||
Balance – end of year | $ | 7,171,625 | |||||
LONGTERM_DEBT_RELATED_PARTY_Ta
LONG-TERM DEBT - RELATED PARTY (Tables) | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt consists of the following: | |||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | $ | 1,332,472 | $ | - | ||||
1,332,472 | - | |||||||
Less current portion | -467,068 | - | ||||||
$ | 865,404 | $ | - | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | These obligations mature as follows: | |||||||
2015 | $ | 467,068 | ||||||
2016 | 443,770 | |||||||
2017 | 421,634 | |||||||
$ | 1,332,472 | |||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The assets, liabilities and operations associated with the NJ Business and the food sales segment are summarized below. | |||||||
2014 | 2013 | |||||||
ASSETS AND LIABILITIES IN DISCONTINUED OPERATIONS: | ||||||||
ASSETS: | ||||||||
Accounts receivable, net | - | 305,454 | ||||||
TOTAL ASSETS | - | 305,454 | ||||||
LIABILITIES: | ||||||||
Accounts payable | - | 57,780 | ||||||
Accrued expenses | - | 15,205 | ||||||
TOTAL LIABILITIES | - | 72,985 | ||||||
2014 | 2013 | |||||||
TOTAL DISCONTINUED OPERATIONS: | ||||||||
REVENUES | $ | - | $ | 12,759,734 | ||||
COSTS AND EXPENSES: | ||||||||
Cost of sales | -36,792 | 9,683,566 | ||||||
Selling, general and administrative expenses | 108,616 | 3,169,610 | ||||||
Depreciation and amortization | - | 363,923 | ||||||
Change in fair value of contingent consideration | - | - | ||||||
TOTAL COSTS AND EXPENSES | 71,824 | 13,217,099 | ||||||
Interest expense | - | 17,968 | ||||||
Sub-total | $ | -71,824 | -475,333 | |||||
Loss on sale of assets | - | 1,351,795 | ||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | -71,824 | $ | -1,827,128 | ||||
2014 | 2013 | |||||||
NEW JERSEY DISCONTINUED OPERATIONS: | ||||||||
REVENUES | $ | - | $ | 12,759,734 | ||||
COSTS AND EXPENSES: | ||||||||
Cost of sales | -36,792 | 9,683,566 | ||||||
Selling, general and administrative expenses | 46,596 | 3,131,687 | ||||||
Depreciation and amortization | - | 363,923 | ||||||
TOTAL COSTS AND EXPENSES | 9,804 | 13,179,176 | ||||||
Interest expense | - | 17,968 | ||||||
Sub-total | -9,804 | -437,410 | ||||||
Loss on sale of assets | - | 1,351,795 | ||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | -9,804 | $ | -1,789,205 | ||||
2014 | 2013 | |||||||
FOOD SALES DISCONTINUED OPERATIONS: | ||||||||
REVENUES | - | - | ||||||
COSTS AND EXPENSES: | ||||||||
Cost of sales | - | - | ||||||
Selling, general and administrative expenses | 62,020 | 37,923 | ||||||
Depreciation and amortization | - | - | ||||||
TOTAL COSTS AND EXPENSES | 62,020 | 37,923 | ||||||
Interest expense | - | - | ||||||
LOSS FROM DISCONTINUED OPERATIONS | $ | -62,020 | $ | -37,923 | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule Of Income Tax Reconciliation [Table Text Block] | The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: | |||||||
Year Ended September 30, | ||||||||
2014 | 2013 | |||||||
Federal taxes (credits) at statutory rates | $ | -214,000 | $ | -116,000 | ||||
Permanent differences | 10,000 | 10,000 | ||||||
State and local taxes, net of Federal benefit | 30,000 | 23,000 | ||||||
Change in valuation allowance | 196,000 | 100,000 | ||||||
$ | 22,000 | $ | 17,000 | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of deferred income tax are as follows: | |||||||
Net operating loss carryforwards | $ | 2,914,000 | $ | 2,718,000 | ||||
Valuation allowance | -2,914,000 | -2,718,000 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
Summary of Operating Loss Carryforwards [Table Text Block] | The Company has net operating loss carryforwards for income tax purposes which expire as follows: | |||||||
2031 | $ | 285,000 | ||||||
2032 | 1,555,000 | |||||||
2033 | 5,605,000 | |||||||
2034 | 630,000 | |||||||
$ | 8,075,000 | |||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease commitments (excluding renewal options) under non-cancellable leases are as follows: | ||||
Year ended September 30, 2015 | $ | 383,000 | |||
2016 | 189,000 | ||||
2017 | 57,000 | ||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Cash, FDIC Insured Amount | $250,000 | |
Deferred Compensation Liability, Classified, Noncurrent | 78,568 | 78,568 |
Accrued Rent, Current | $0 | $2,026 |
ACQUISITION_Details
ACQUISITION (Details) (USD $) | Sep. 10, 2014 |
Business Acquisition [Line Items] | |
Accounts receivable, net | $2,987,487 |
Security deposits | 19,150 |
Prepaid expenses and other current assets | 654 |
Fixed assets | 1,446 |
Accounts payable and other liabilities | -4,501,561 |
Customer relationships | 4,480,000 |
Goodwill | 2,704,069 |
Purchase price | $5,691,245 |
ACQUISITION_Details_1
ACQUISITION (Details 1) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | $56,787,164 | $53,909,658 |
Income (Loss) before income taxes | $205,016 | ($1,770,693) |
Fully diluted earnings (loss) per share (in dollars per share) | $0.01 | ($0.08) |
ACQUISITION_Details_Textual
ACQUISITION (Details Textual) (AILP and PCL [Member], USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred | $5,691,245 |
Payments to Acquire Businesses, Gross | 4,358,773 |
Employment Agreement, Annual Salary | 200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 2,000,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $0.08 |
Contingent Consideration, Future Cash [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability | 1,332,472 |
Contingent Consideration, Imputed Interest [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability | 167,528 |
Contingent Consideration, Year One [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability | 500,000 |
Business Combination, Contingent Consideration Arrangements, Description | $500,000 to be paid following the first anniversary of the closing provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date); |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,000,000 |
Contingent Consideration, Year Two [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability | 500,000 |
Business Combination, Contingent Consideration Arrangements, Description | $500,000, plus an amount equal to 40% of the amount by which the Company’s EBITDA exceeds $1.0 million to be paid following the second anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,000,000 |
Business Combination, Contingent Consideration Arrangements, Percentage of Outcomes | 40.00% |
Contingent Consideration, Year Three [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability | 500,000 |
Business Combination, Contingent Consideration Arrangements, Description | $500,000, plus an amount equal to 40% of the amount by which such the Company’s EBITDA exceeds $1.0 million to be paid following the third anniversary of the closing, provided that Mr. Gonzalez is still employed by the Company (or pro rata if the employment was terminated prior to that date) and the Company’s EBITDA for the year then ended is more than $1.0 million. |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $1,000,000 |
Business Combination, Contingent Consideration Arrangements, Percentage of Outcomes | 40.00% |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $86,735 | $128,635 |
Less accumulated depreciation and Amortization | 70,085 | 106,713 |
Property, Plant and Equipment, Net | 16,650 | 21,922 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 63,531 | 109,691 |
Life (in years) | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $23,204 | $18,944 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life (in years) | 7 years |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $7,184,069 |
Less accumulated amortization | 12,444 |
Finite-Lived Intangible Assets, Net | 7,171,625 |
Finite-Lived Intangible Asset, Useful Life (in years) | 15 years |
Customer Relationships [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | 4,480,000 |
Goodwill [Member] | |
Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Acquired | $2,704,069 |
INTANGIBLE_ASSETS_Details_1
INTANGIBLE ASSETS (Details 1) (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Intangible Assets [Line Items] | |
Balance - beginning of year | $0 |
Additions | 7,184,069 |
Amortization | -12,444 |
Balance - end of year | $7,171,625 |
NOTE_PAYABLE_BANK_Details_Text
NOTE PAYABLE - BANK (Details Textual) (USD $) | 12 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | 1 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 10, 2014 | Oct. 09, 2014 | Sep. 25, 2014 | |
Line of Credit Facility [Line Items] | ||||||
Repayments of Lines of Credit | $0 | $170,000 | ||||
AILP and PCL [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Payments to Acquire Businesses, Gross | 4,358,773 | |||||
Presidential Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Expiration Period | 3 years | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 3,500,000 | |||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 72.80% | 70.00% | ||||
Long-term Line of Credit | 4,003,385 | |||||
Presidential Facility [Member] | AILP and PCL [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Payments to Acquire Businesses, Gross | 1,800,000 | |||||
Presidential Facility [Member] | First Amendment [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000,000 | |||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 85.00% | |||||
Presidential Facility [Member] | Thrid Amendment [Member] | Subsequent Event [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,000,000 | |||||
Line Of Credit Facility Maximum Borrowing Capacity, Percentage | 85.00% | |||||
Line of Credit Facility, Expiration Date | 26-Mar-17 | |||||
Community National Bank [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Repayments of Lines of Credit | 1,282,673 | |||||
Presidential [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Current Borrowing Capacity | 3,500,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 5,500,000 | |||||
Presidential [Member] | Second Amendment [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,500,000 | |||||
Presidential [Member] | Thrid Amendment [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Interest Rate During Period | 3.25% |
LONGTERM_DEBT_RELATED_PARTY_De
LONG-TERM DEBT - RELATED PARTY (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Non-interest bearing note payable to a related party, net of imputed interest due when earned (see Note 2A regarding the earn-out period). | $1,332,472 | $0 |
Loans Payable to Bank | 1,332,472 | 0 |
Less current portion | -467,068 | 0 |
Loans Payable to Bank, Noncurrent | $865,404 | $0 |
LONGTERM_DEBT_RELATED_PARTY_De1
LONG-TERM DEBT - RELATED PARTY (Details 1) (USD $) | Sep. 30, 2014 |
2015 | $467,068 |
2016 | 443,770 |
2017 | 421,634 |
Long-term Debt | $1,332,472 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Allports Logistics Warehouse, LLC [Member] | |
Payment For Trucking and Warehouse Related Services | $1,311,000 |
Ferrara International Worldwide Inc [Member] | |
Payment For Trucking and Warehouse Related Services | $439,000 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
ASSETS: | ||
Accounts receivable, net | $0 | $305,454 |
TOTAL ASSETS | 0 | 305,454 |
LIABILITIES: | ||
Accounts payable | 0 | 57,780 |
Accrued expenses | 0 | 15,205 |
TOTAL LIABILITIES | 0 | 72,985 |
TOTAL DISCONTINUED OPERATIONS: | ||
REVENUES | 0 | 12,759,734 |
COSTS AND EXPENSES: | ||
Cost of sales | -36,792 | 9,683,566 |
Selling, general and administrative expenses | 108,616 | 3,169,610 |
Depreciation and amortization | 0 | 363,923 |
Change in fair value of contingent consideration | 0 | 0 |
TOTAL COSTS AND EXPENSES | 71,824 | 13,217,099 |
Interest expense | 0 | 17,968 |
Sub-total | -71,824 | -475,333 |
Loss on sale of assets | 0 | -1,351,795 |
LOSS FROM DISCONTINUED OPERATIONS | -71,824 | -475,333 |
NEW JERSEY DISCONTINUED OPERATIONS [Member] | ||
TOTAL DISCONTINUED OPERATIONS: | ||
REVENUES | 0 | 12,759,734 |
COSTS AND EXPENSES: | ||
Cost of sales | -36,792 | 9,683,566 |
Selling, general and administrative expenses | 46,596 | 3,131,687 |
Depreciation and amortization | 0 | 363,923 |
TOTAL COSTS AND EXPENSES | 9,804 | 13,179,176 |
Interest expense | 0 | 17,968 |
Sub-total | -9,804 | -437,410 |
Loss on sale of assets | 0 | 1,351,795 |
LOSS FROM DISCONTINUED OPERATIONS | -9,804 | -1,789,205 |
FOOD SALES DISCONTINUED OPERATIONS [Member] | ||
TOTAL DISCONTINUED OPERATIONS: | ||
REVENUES | 0 | 0 |
COSTS AND EXPENSES: | ||
Cost of sales | 0 | 0 |
Selling, general and administrative expenses | 62,020 | 37,923 |
Depreciation and amortization | 0 | 0 |
TOTAL COSTS AND EXPENSES | 62,020 | 37,923 |
Interest expense | 0 | 0 |
LOSS FROM DISCONTINUED OPERATIONS | ($62,020) | ($37,923) |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Details Textual) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from Divestiture of Businesses | $0 | $469,067 |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 0 | -1,351,795 |
New Jersey Freight Forwarding And Logistics Operations [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from Divestiture of Businesses | 401,067 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 229,241 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 58,245 | |
Stock Repurchased and Retired During Period, Shares | 1,714,286 | |
Goodwill, Written off Related to Sale of Business Unit | 1,167,070 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 1,562,061 | |
Ferrara International Logistics Inc [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from Divestiture of Businesses | $110,000 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2010 | Oct. 31, 2013 | Sep. 10, 2014 | Oct. 31, 2010 | Jan. 10, 2007 | Oct. 12, 2006 | Oct. 04, 2010 | Sep. 24, 2014 | Aug. 25, 2014 | Oct. 18, 2007 | |
Common Stock, Shares Authorized | 225,000,000 | 225,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||||||
Dividends, Preferred Stock, Total | $27,262 | $15,000 | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 300,000 | |||||||||||
Stock Repurchased During Period, Shares | 259,676 | |||||||||||
Stock Repurchased During Period, Value | 114,703 | |||||||||||
Stock Issued During Period, Value, New Issues | 500,000 | |||||||||||
New Sales Executives [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 23,750 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $1 | |||||||||||
Obligation Paid In Cash | 23,750 | |||||||||||
Key Employees [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 4,750,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $0.07 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 237,492 | |||||||||||
Reduction To Net Income | 237,492 | |||||||||||
Mr.Gonzalez [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,000,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $0.08 | |||||||||||
Reduction To Net Income | 2,358 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Fair Value | 169,800 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 7,692,308 | |||||||||||
Share Price | $0.07 | |||||||||||
Stock Issued During Period, Value, New Issues | 500,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 12,500,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.08 | |||||||||||
Warrant Expiration Period | 5 years | |||||||||||
Common Stock [Member] | ||||||||||||
Dividends, Preferred Stock, Total | 0 | 0 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,714,286 | |||||||||||
Business Acquisition Equity Interests Issued Or Issuable Par Value | $0.35 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 600,000 | |||||||||||
Stock Repurchased and Retired During Period, Shares | 1,714,286 | |||||||||||
Stock Issued During Period, Shares, New Issues | 7,692,308 | |||||||||||
Stock Issued During Period, Value, New Issues | 7,693 | |||||||||||
Three Percent Series Convertible Preferred Stock [Member] | ||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | |||||||||||
Preferred Stock, Value, Issued | 500,000 | |||||||||||
Dividends, Preferred Stock, Total | 15,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||||||
Preferred Stock, Value, Issued | 1,000 | 1,000 | ||||||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | ||||||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | ||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Preferred Stock, Shares Authorized | 350,000 | 350,000 | 350,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | |||||||||
Preferred Stock, Value, Issued | 275 | 0 | 2,500,000 | 250,000 | ||||||||
Preferred Stock, Shares Outstanding | 275,000 | 275,000 | ||||||||||
Preferred Stock, Shares Issued | 275,000 | 275,000 | 250,000 | 25,000 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 8.25% | |||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $10 | |||||||||||
Preferred Stock, Dividend Payment Rate, Variable | rate to increase by 2% annually beginning on the third anniversary of issuance of such Series C Preferred Stock to a maximum rate of 14.25% | |||||||||||
Scenario, Forecast [Member] | Mr.Gonzalez [Member] | September 10, 2015 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 666,667 | |||||||||||
Scenario, Forecast [Member] | Mr.Gonzalez [Member] | September 10, 2016 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 666,667 | |||||||||||
Scenario, Forecast [Member] | Mr.Gonzalez [Member] | September 10, 2017 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 666,666 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Preferred Stock, Shares Authorized | 285,000 | 285,000 | 285,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | |||||||||
Preferred Stock, Value, Issued | $64 | $64 | ||||||||||
Preferred Stock, Shares Outstanding | 63,525 | 63,525 | ||||||||||
Preferred Stock, Shares Issued | 63,525 | 63,525 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Federal taxes (credits) at statutory rates | ($214,000) | ($116,000) |
Permanent differences | 10,000 | 10,000 |
State and local taxes, net of Federal benefit | 30,000 | 23,000 |
Change in valuation allowance | 196,000 | 100,000 |
Income Tax Expense (Benefit) | $22,000 | $17,000 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Net operating loss carryforwards | $2,914,000 | $2,718,000 |
Valuation allowance | -2,914,000 | -2,718,000 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Sep. 30, 2014 |
Operating Loss Carryforwards | $8,075,000 |
2031 | |
Operating Loss Carryforwards | 285,000 |
2032 | |
Operating Loss Carryforwards | 1,555,000 |
2033 | |
Operating Loss Carryforwards | 5,605,000 |
2034 | |
Operating Loss Carryforwards | $630,000 |
PROFIT_SHARING_AND_401k_PLANS_
PROFIT SHARING AND 401(k) PLANS (Details Textual) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Defined Contribution Plan, Administrative Expenses | $14,000 | $19,000 |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 25.00% | |
Defined Contribution Plan, Employer Contribution, Percent Description | The Company contributes an amount equal to 25% of the participant’s first 5% of contributions |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Sep. 30, 2014 |
Year ended September 30, 2015 | $383,000 |
2016 | 189,000 |
2017 | $57,000 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating Leases, Rent Expense, Net | $360,000 | $388,000 |
Commitment For Future Salaries | $882,000 |
RISKS_AND_UNCERTAINTIES_Detail
RISKS AND UNCERTAINTIES (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Aug. 01, 2013 | |
Receivables from Customers | $1,134,000 | $423,000 | |
Concentration Risk, Percentage | 52.30% | 49.50% | |
Loss Contingency, Damages Sought, Value | 1,421,000 | ||
Seeking Damages [Member] | |||
Loss Contingency, Damages Sought, Value | 500,000 | ||
Punitive Damages [Member] | |||
Loss Contingency, Damages Sought, Value | 1,000,000 | ||
Sanctions [Member] | |||
Loss Contingency, Damages Sought, Value | $10,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Oct. 09, 2014 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Line of Credit Facility, Increase (Decrease), Net | $7 |